To
The London Stock Exchange
Dear Madam/ Sir,
Sub: - Proceedings, Voting Results and Scrutinizer Report of 95th Annual General Meeting of The Federal Bank Limited
The 95th Annual General Meeting ("AGM") of the Federal Bank was held on Friday, August 21, 2026 at 11.00 a.m. (IST) and concluded at 11:56 a.m. (IST) through Video Conferencing (VC) / Other Audio Video Means (OAVM).
In this regard, we are enclosing the Proceedings of 95th Annual General Meeting of the Bank as Annexure A
The voting results of the business transacted at the AGM in the prescribed format pursuant to Regulation 44(3) of the Listing Regulations and the consolidated report of the Scrutinizer on remote e-voting prior and during the AGM are uploaded on the Bank's website - https://www.federal.bank.in/documents/d/guest/voting-results-scrutinizer-s-report
The video recording of the proceedings of the AGM is also available on the Bank's website at www.federal.bank.in
This is for your information and record.
Thanking you,
For The Federal Bank Limited
Sd/-
Samir P Rajdev
Company Secretary
Annexure A
PROCEEDINGS OF THE 95th ANNUAL GENERAL MEETING OF THE FEDERAL BANK LIMITED HELD ON FRIDAY, AUGUST 21, 2026, AT 11.00 A.M. THROUGH VIDEO CONFERENCING (VC)/ OTHER AUDIO-VISUAL MEANS(OAVM).
The 95th Annual General Meeting ('AGM/ the Meeting') of The Federal Bank Limited ('the Bank') was held on Friday, August 21, 2026, at 11.00 a.m. (IST) through Video Conferencing ('VC')/ Other Audio-Visual Means ('OAVM'). The AGM was held in compliance with the circular no. 03/2025 dated September 22, 2025 and the Securities and Exchange Board of India (the "SEBI") through its circular no. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated October 03, 2024 and other relevant circulars issued by the Ministry of Corporate Affairs, Government of India ("MCA") (collectively referred to as "MCA Circulars") and relevant circulars issued by the Securities and Exchange Board of India ('SEBI') and as per the applicable provisions of the Companies Act, 2013 and the Rules made thereunder.
The Company Secretary, Mr. Samir P. Rajdev, informed the members that the facility for joining the meeting through VC or OAVM is made available for the members on a first-come-first-served basis. The Register of Directors and Key Managerial Personnel, the Register of Contracts or Arrangements, has been made available electronically for inspection by the members during the AGM.
Mr. Elias George, Independent Director and Chairman of the Bank, chaired the meeting from Aluva, Kerala. The Chairman welcomed the Members, Directors, Auditors and other officers to the 95th AGM of the Bank. Thereafter, the Chairman called upon the names of other Directors who were present at the meeting:
1. Mr. Siddhartha Sengupta, Non- Executive Independent Director, Chairman of Nomination, Remuneration, Ethics & Compensation Committee and Credit, Investment & Raising Capital Committee and Member of Risk Management Committee.
2. Mr. Manoj Fadnis, Non-Executive Independent Director and Chairman of Audit Committee and Member of Nomination, Remuneration, Ethics & Compensation Committee, Information Technology & Operations Committee and Review Committee of the Board on Identification of Wilful Defaulters.
3. Mr. Sudarshan Sen, Non- Executive Independent Director, Chairman of Risk Management Committee and Member of Audit Committee, Nomination, Remuneration, Ethics & Compensation Committee and Special Committee of the Board for monitoring and follow up of cases of frauds.
4. Ms. Varsha Purandare, Non-Executive Independent Director, Chairperson of Customer Service Committee and Member of Credit, Investment & Raising Capital Committee and Audit Committee.
5. Mr. Ramanand Mundkur, Non- Executive Independent Director, Chairman of Stakeholders Relationship Committee and Member of Audit Committee, Nomination, Remuneration, Ethics & Compensation Committee, Review Committee of the Board on Identification of Wilful Defaulters.
6. Mr. Sankarshan Basu, Non- Executive Independent Director, Chairman of Special Committee of the Board for monitoring and follow up of cases of Frauds (SCBF) and Member of Risk Management Committee and Credit, Investment & Raising Capital Committee.
7. Mr. Krishnan Venkat Subramanian, Managing Director & CEO, Chairman of Review Committee of the Board on Identification of Wilful Defaulters and Member of Credit, Investment & Raising Capital Committee, Risk Management Committee, Customer Service Committee, Special Committee of the Board for monitoring and follow up of cases of Frauds (SCBF) and Information Technology and Operations Committee.
8. Mr. Harsh Dugar, Executive Director, Member of Credit, Investment & Raising Capital Committee, Stakeholders Relationship Committee, Special Committee of the Board for monitoring and follow up of cases of Frauds (SCBF) and Corporate Social Responsibility Committee.
9. Mr. Venkatraman Venkateswaran, Executive Director, Member of Customer Service Committee, Information Technology and Operations Committee, Stakeholder Relationship Committee and Corporate Social Responsibility Committee.
The Chairman of the Audit Committee, Nomination Remuneration Ethics and Compensation Committee and Stakeholders Relationship Committee were present at the 95th AGM. The representatives of Statutory Auditors, Secretarial Auditors were also present for the meeting from their respective locations through VC/OAVM.
Mr. Elias George, Chairman of the Bank, declared that the requisite quorum was present and called the meeting to order and welcomed the members to the 95th AGM of the Bank.
The Chairman informed that the Bank had provided the remote e-voting facility from Tuesday, August 18, 2026 (09:00 a.m. IST) to Thursday, August 20, 2026 (05:00 p.m. IST) to cast the votes electronically on all resolutions set forth in the Notice of the 95th AGM. Members who had not cast their votes electronically and who were participating in the AGM had an opportunity to cast their votes during the meeting and 30 minutes after the conclusion of the meeting through the e-voting system provided by NSDL. The Board of Directors had appointed CS Puzhankara Sivakumar (Membership No. FCS 3050, COP No. 2210) Managing Partner, SEP & Associates, Practicing Company Secretaries, Kochi or in his absence, CS E P Madhusudhanan (Membership No. F10085, COP No. 21874) Partner of M/s. SEP & Associates or in his absence, CS Anju Panicker (Membership No. F13546, COP No. 22086) Partner of M/s. SEP & Associates, Practicing Company secretaries to act as the Scrutinizer to supervise the e-voting process. The result of the E-voting of all resolutions would be announced by the Bank, within the regulatory timeline and would be made available on website of the Bank, websites of stock exchanges of BSE and NSE and on the website of NSDL.
Thereafter, Chairman informed the Members that the Auditors Report on the Financial Statements for the year ended March 31, 2026, and Secretarial Audit Report for the year ended March 31, 2026, did not have any qualifications, reservations, observations or other remarks. Thereafter, the Chairman informed the Members that the Notice convening the 95th AGM and Annual Report were circulated to all the Members and all the resolutions for the following 7 (Seven) agenda items as set out in the Notice of Annual General Meeting were taken as read.
|
Sr. No. |
Resolutions |
Type of Resolutions |
|
Ordinary Business |
||
|
1 |
Adoption of Audited Financial Statements for the Financial Year ended March 31, 2026 |
Ordinary Resolution |
|
2 |
Approval of Final Dividend for FY 2025-26 |
Ordinary Resolution |
|
3 |
Re-appointment of Mr. Krishnan Venkat Subramanian (DIN: 00031794), Managing Director & Chief Executive Officer of the Bank, who retires by rotation and being eligible, has offered himself for re-appointment. |
Ordinary Resolution |
|
4 |
Appointment of Joint Statutory Auditors and to fix their remuneration |
Ordinary Resolution |
|
Special Business |
||
|
5 |
To take on record the RBI approval for appointment of Mr. Elias George (DIN: 00204510) as Part‐ Time Chairman of the Bank and to approve his remuneration |
Ordinary Resolution |
|
6 |
Re-appointment of Mr Sankarshan Basu (DIN: 06466594) as Non - Executive Independent Director of the Bank for second term |
Special Resolution |
|
7 |
Raising of funds through issuance of Bonds/Debt Instruments |
Special Resolution |
Thereafter, the Chairman addressed the members of the Bank with a brief speech, followed by the speech of Mr. Krishnan Venkat Subramanian, Managing Director & CEO who presented the overall performance of the Bank for the year FY 2026 and other important aspects.
Thereafter, the Chairman opened the Question & Answer (Q&A) forum for the registered speaker shareholders to seek clarification or offer any comments related to the resolutions or any other matter concerning the Bank. The registered speaker shareholders expressed their views and sought clarifications on various matters relating to the Bank
Mr. Krishnan Venkat Subramanian, Managing Director & CEO, responded to the queries raised by speaker shareholders.
Thereafter, Mr. Harsh Dugar, Executive Director of the Bank expressed the vote of thanks.
The Chairman then informed the Members that the e-voting is open for additional 30 (thirty) minutes after the conclusion of the AGM to enable the Members to cast their vote who had not casted their vote yet. The Chairman then thanked all the shareholders for attending the 95th AGM of the Bank and declared the meeting as concluded.
90 shareholders were present in the AGM through VC/ OAVM out of which 5 shareholders had raised queries / given comments during the AGM.
The Meeting concluded at 11:56 a.m. (IST) on August 21, 2026.